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BookWise & Company

Every independent Associate of The BookWise Company must become intimately familiar with these Policies and Procedures and agree to comply with all policies set forth herein. Submission of the Associate application and acceptance of any commissions constitutes acknowledgement on the part of the Distributor that he/she has read and agrees to abide by the Policies and Procedures. The BookWise Company has developed these guidelines to assist in the success of the Company and its independent associates. These Policies and Procedures will help provide the following benefits.

Provide an equal and level field of opportunity to all BookWise Independent Associates

Define the contractual relationship between BookWise and its Associates

Protect the rights of all BookWise Associates by providing a framework within which each Associate may work in an ethical, effective and secure manner.

SECTION 1 - CORPORATE MISSION STATEMENT

The Mission of BookWise & Company is to increase literacy, reading and access to great books through neighbor-to-neighbor book selling. We champion the spirit of the corner bookstore and embrace the values of the independent bookseller with a passion for great literature and the personal connection with friends who love to read.
Our network of sales associates will buy discounted books for their personal libraries and will help others to the same. They can build an independent, on-line bookstore and make it a profitable home business or, they can simply choose to read more. You could say that our members and partners can choose to build wealth, or simply acquire a wealth of knowledge.

SECTION 2 - INTRODUCTION

2.1 - Policies and Compensation Plan Incorporated into Associate Agreement
These Policies and Procedures, in their present form and as amended at the sole discretion of BookWise (hereafter 'BookWise' or the 'Company'), are incorporated into, and form an integral part of, the BookWise Associate Agreement. Throughout these Policies, when the term 'Agreement' is used, it collectively refers to the BookWise Associate Application and Agreement, these Policies and Procedures, the BookWise Marketing and Compensation Plan, and the BookWise Business Entity Registration Form (if applicable). These documents are incorporated by reference into the BookWise Associate Agreement (all in their current form and as amended by BookWise). It is the responsibility of each Associate to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures.

2.2 - Purpose of Policies BookWise is a direct sales company that markets books and book club memberships through Independent Associates. It is important to understand that your success and the success of your fellow Associates is dependent upon the integrity of the men and women who market our catalog of titles and services. To clearly define the relationship that exists between Associates and BookWise, and to explicitly set a standard for acceptable business conduct, BookWise has established the Agreement. BookWise Associates are required to comply with all of the Terms and Conditions set forth in the Agreement which BookWise may amend at its sole discretion from time to time, as well as all federal, state, and local laws governing their BookWise business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this manual carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from your Sponsor or from BookWise.

2.3 - Changes to the Agreement Because federal, state, and local laws, as well as the business environment, periodically change, BookWise reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the Associate Agreement, an Associate agrees to abide by all amendments or modifications that BookWise elects to make. Amendments shall be effective upon notice to all Associates that the Agreement has been modified. Notification of amendments shall be published in official BookWise materials. The Company shall provide or make available to all Associates a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company's official website; (2) electronic mail (e-mail); (3) fax-on-demand; (4) voice mail system broadcast; (5) inclusion in Company periodicals; (6) inclusion in product orders or bonus checks; or (7) special mailings. The continuation of an Associate's BookWise business or an Associate's acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4 - Delays BookWise shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party's source of supply, or government decrees or orders.

2.5 - Policies and Provisions Severable If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.

2.6 - Waiver The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of BookWise to exercise any right or power under the Agreement or to insist upon strict compliance by an Associate with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of BookWise's right to demand exact compliance with the Agreement. Waiver by BookWise can be effected only in writing by an authorized officer of the Company. BookWise's waiver of any particular breach by an Associate shall not affect or impair BookWise's rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Associate. Nor shall any delay or omission by BookWise to exercise any right arising from a breach affect or impair BookWise's rights as to that or any subsequent breach. The existence of any claim or cause of action of an Associate against BookWise shall not constitute a defense to BookWise's enforcement of any term or provision of the Agreement.

SECTION 3 - BECOMING AN ASSOCIATE
3.1 - Requirements to Become an Associate To become a BookWise Associate, each applicant must: a) Be of the age of majority in his or her state of residence; b) Reside in the United States or U.S. Territories; c) Have a valid Social Security or Federal Tax ID number; d) Purchase a BookWise Starter Kit (not applicable in North Dakota); and e) Submit a properly completed Associate Application and Agreement to BookWise. (If the Application and Agreement is not submitted online, the applicant must submit original signed documents only; no copies will be accepted.) The Company reserves the right to reject any applications for a new Associate or applications for renewal.

3.2 - New Associate Enrollment As an online bookseller, BookWise accepts new Associate Applications and Agreement through the Internet only. A prospective Associate may enroll either at the replicated BookWise website of his or her Sponsor or at the official BookWise.com website.

3.3 - Associate Benefits Once an Associate Application and Agreement has been accepted by BookWise, the benefits of the Marketing and Compensation Plan and the Associate Agreement are available to the new Associate. These benefits include the right to: a) Purchase books from BookWise at the Associate price; b) Sell books from the BookWise catalog and profit from these sales; c) Participate in the BookWise Marketing and Compensation Plan (receive bonuses and commissions, if eligible); d) Sponsor other individuals as BookWise Members and/or Associates and thereby, build a marketing organization and progress through the BookWise Marketing & Compensation Plan; e) Receive periodic BookWise literature and other BookWise communications; f) Participate in BookWise-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and g) Participate in promotional and incentive contests and programs sponsored by BookWise for its Associates.

3.4 - Renewal of Your BookWise Business The term of the Associate Agreement is one year from the date of its acceptance by BookWise. Associates must renew their Associate Agreement each year by paying an annual renewal fee of $30.00 on or before the anniversary date of their Associate Agreement. If the renewal fee is not paid within 30 days after the expiration of the current term of the Associate Agreement, the Associate Agreement will be canceled. Associates may elect to utilize the Automatic Renewal Program ('ARP'). Under the ARP, the renewal fee may be: a) deducted from the Associate's bonus check for the anniversary month of the Associate Agreement; or b) charged to the Associate' credit card or checking account.

SECTION 4 - OPERATING A BookWise BUSINESS
4.1 - Adherence to the BookWise Marketing and Compensation Plan Associates must adhere to the terms of the BookWise Marketing and Compensation Plan as set forth in official BookWise literature. Associates shall not offer the BookWise opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official BookWise literature. Associates shall not require or encourage other current or prospective BookWise Book Club Members or Associates to participate in BookWise in any manner that varies from the program as set forth in official BookWise literature. Associates shall not require or encourage other current or prospective BookWise Book Club Members or Associates to execute any agreement or contract other than official BookWise agreements and contracts in order to become a BookWise Associate. Similarly, Associates shall not require or encourage other current or prospective BookWise Book Club Members or Associates to make any purchase from, or payment to, any individual or other entity to participate in the BookWise Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official BookWise literature.

4.2 - Advertising 4.2.1 - General All Associates shall safeguard and promote the good reputation of BookWise and its products and services. The marketing and promotion of BookWise, the BookWise opportunity, the Marketing and Compensation Plan, and titles available through BookWise shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. To promote both the products and services, and the tremendous opportunity BookWise offers, Associates should use the sales aids and support materials produced by BookWise and authorized BookWise affiliates. The rationale behind this requirement is simple. BookWise has carefully designed its Book Club Membership program, Marketing and Compensation Plan, and promotional materials to ensure that each aspect of BookWise is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal and state laws. If BookWise Associates were allowed to develop their own sales aids and promotional materials (which includes Internet advertising), notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting a BookWise business is almost certain. These violations, although they may be relatively few in number, would jeopardize the BookWise opportunity for all Associates. Accordingly, Associates must submit all written sales aids, promotional materials, advertisements, and other literature (including proposed Internet advertising) to the Company marketing compliance department for approval. Unless the Associate receives specific written approval to use the material, the request shall be deemed denied.

4.2.2 - Associate Websites If an Associate desires to utilize an Internet web page to promote his or her business, he or she may do so through the Company's replicated website program only. This program permits Associates to advertise on the Internet and to choose from among a variety of home page designs that can be personalized with the Associate's message and the Associate's contact information. These websites seamlessly link directly to the official BookWise website giving the Associate a professional and Company-approved presence on the Internet. No Associate may independently design a website that uses the names, logos, or product descriptions of BookWise or otherwise promotes (directly or indirectly) BookWise products or the BookWise opportunity. Nor may an Associate use 'blind' ads on the Internet that make product or income claims which are ultimately associated with BookWise products, the BookWise opportunity, or the BookWise Marketing and Compensation Plan. The use of any other Internet website or web page (including without limitation auction sites such as eBay) to in any way promote the sale of BookWise books, the BookWise opportunity, or the Marketing and Compensation Plan is a breach of the Agreement and may result in any of the disciplinary sanctions set forth in Section 9.1.

4.2.3 - Domain Names and Email Addresses Associates may not use or attempt to register any of BookWise's trade names, trademarks, service names, service marks, product names, the Company's name, or any derivative thereof, for any Internet domain name. Nor may Associates incorporate or attempt to incorporate any of the Company's trade names, trademarks, service names, service marks, product names, the Company's name, or any derivative thereof, into any electronic mail address.

4.2.4 - Trademarks and Copyrights BookWise will not allow the use of its trade names, trademarks, designs, or symbols by any person, including a BookWise Associates, without its prior, written permission. Associates may not produce for sale or distribution any recorded Company events and speeches without written permission from BookWise nor may Associates reproduce for sale or for personal use any recording of Company-produced audio or video tape presentations. The name of BookWise and other names as may be adopted by BookWise are proprietary trade names, trademarks and service marks of BookWise. As such, these marks are of great value to BookWise and are supplied to Associates for their use only in an expressly authorized manner. Use of BookWise name on any item not produced by the Company is prohibited except as follows: Associate's Name Independent BookWise Associate All Associates may list themselves as an 'Independent BookWise Associate' in the white or yellow pages of the telephone directory under their own name. No Associate may place telephone directory display ads using BookWise's name or logo. Associates may not answer the telephone by saying 'BookWise', 'BookWise Incorporated', or in any other manner that would lead the caller to believe that he or she has reached corporate offices of BookWise.
4.2.5 - Media and Media Inquiries Associates must not attempt to respond to media inquiries regarding BookWise, its products or services, or their independent BookWise business. All inquiries by any type of media must be immediately referred to BookWise's Public Affairs Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

4.2.6 - Spamming and Unsolicited Faxes Except as provided in this section, Associates may not use or transmit unsolicited faxes, mass e-mail distribution, unsolicited e-mail, or 'spamming' relative to the operation of their BookWise businesses. The terms 'unsolicited faxes' and 'unsolicited e-mail' mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting BookWise, its products, its compensation plan or any other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Associate has an established business or personal relationship. The term 'established business or personal relationship' means a prior or existing relationship formed by a voluntary two way communication between an Associate and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Associate; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

4.3 - Bonus Buying Prohibited Bonus buying is strictly and absolutely prohibited. 'Bonus buying' includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent Associate Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Associate or BookWise Book Club Member; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Associates or BookWise Book Club Members ('phantoms'); (d) the use of a credit card by or on behalf of an Associate or BookWise Book Club Member when the Associate or Member is not the account holder of such credit card; (e) Purchasing BookWise merchandise or services on behalf of another Associate or Book Club Member, or under another Associate's or Book Club Member's I.D. number, to qualify for commissions or bonuses.

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Active Associate - An Associate who satisfies the minimum Personal Sales Volume requirements, as set forth in the BookWise Marketing and Compensation Plan, to ensure that he or she is eligible to receive bonuses and commissions.

Active Rank - The term 'active rank' refers to the current rank of an Associate, as determined by the BookWise Marketing and Compensation Plan, for any volume period. To be considered 'active' relative to a particular rank, an Associate must meet the criteria set forth in the BookWise Marketing and Compensation Plan for his or her respective rank. (See the definition of 'Rank' below.)

Agreement - The contract between the Company and each Associate includes the Associate Application and Agreement, the BookWise Policies and Procedures, the BookWise Marketing and Compensation Plan, and the Business Entity Registration Form (where appropriate), all in their current form and as amended by BookWise in its sole discretion. These documents are collectively referred to as the 'Agreement.'

BookWise Book Club Member - A customer who has executed a BookWise Book Club Member Agreement and who agrees to pay a $10.00 annual Member fee. Cancel - The termination of an Associate's business. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity. Commissionable Products/Services - All BookWise products and services on which commissions and bonuses are paid. Starter Kits and sales aids are not commissionable products.
Company - The term 'Company' as it is used throughout the Agreement means BookWise.

Compression - The process by which inactive Associates and Customers are excluded from the computation of bonuses and commissions for eligible Associates. BookWise's compression program ensures that Associates are paid on their group sales volume.

Downline - See 'Marketing Organization' below.

Downline Activity Report - A monthly report generated by BookWise that is available on each Associate's Internet Dashboard and that provides critical data relating to the identities of Associates, sales information, and enrollment activity of each Associate's Marketing Organization. This report contains confidential and trade secret information which is proprietary to BookWise.

Downline Leg - Each one of the individuals enrolled immediately underneath you and their respective marketing organizations represents one 'leg' in your marketing organization.
End Consumer - A person who purchases BookWise products for personal use rather than for resale to someone else.

Group Sales Volume - The commissionable value of BookWise products generated by an Associate's Marketing Organization. Group Sales Volume does not include the Personal Sales Volume of the subject Associate. (Starter Kits and sales aids have no Sales Volume.

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